CVS Health Corporation announced the early results of its previously announced cash tender offer (the “Tender Offer”) and that it is amending the Tender Offer by increasing the aggregate principal amount of its 4.300 percent Senior Notes due 2028 from $2,000,000,000 to $2,049,919,000 (as increased and amended, the “Maximum Amount”) (the “Notes”).
- Acquisitions: CVS Health anticipates to accept legally tendered and not lawfully withdrawn Notes for acquisition and payment at or before the Early Tender Date on August 24, 2021 (the “Early Settlement Date”), subject to proration. CVS Health plans to accept validly tendered Notes on a prorated basis in compliance with the Offer to Purchase because the overall principal amount of Notes validly tendered exceeds the Maximum Amount.
- Tender offer: The Maximum Amount is the principal amount of the Notes subject to the Tender Offer, minus any Accrued Interest (as defined below) and any Early Tender Payments (as defined below). The Tender Offer is made on the terms and circumstances set forth in the Offer to Purchase, dated August 9, 2021 (as amended or supplemented from time to time, the “Offer to Purchase”), which describes the Tender Offer in detail.
- Purchase: After the Early Settlement Date, no additional Notes will be purchased under the Tender Offer because CVS Health plans to accept the Maximum Amount of Notes for acquisition. All Notes tendered but not accepted for purchase will be promptly returned to the tendering Holder’s account, as indicated in the Offer to Purchase.
- Validity: Holders of all validly tendered and not validly withdrawn Notes accepted for purchase at or before the Early Tender Date are entitled to the Total Consideration, which includes the Early Tender Payment of $30 per $1,000 principal amount of Notes tendered at or before the Early Tender Date (the “Early Tender Payment”). Holders of Notes accepted for purchase will receive accrued and unpaid interest up to, but not including, the Early Settlement Date in addition to the Total Consideration (“Accrued Interest”).
- Rights: CVS Health explicitly reserves the right to terminate the Tender Offer at any time prior to the Expiration Date, in its sole discretion and pursuant to applicable law. The Tender Offer is not conditional on the tendering of a minimum principal amount of Notes, but it is subject to the restrictions set forth in the Offer to Purchase.